Lycia Therapeutics Inc

10/27/2026 | Press release | Distributed by Public on 10/27/2026 16:38

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Venrock Healthcare Capital Partners III, L.P.
2. Issuer Name and Ticker or Trading Symbol
Lycia Therapeutics, Inc. [LYCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VENROCK, 7 BRYANT PARK, 23RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2026
(Street)
NEW YORK, NY 10018
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/23/2026 P 24,560(1) A $25.68(2) 24,560(1) I By Funds(3)(4)
Common Stock 10/23/2026 P 28,379(5) A $26.11(6) 52,939(7) I By Funds(3)(4)
Common Stock 10/26/2026 C 4,779,793(8) A (9) 4,832,732(10) I By Funds(3)(4)(11)
Common Stock 10/26/2026 P 1,944,444(12) A $18 6,777,176(13) I By Funds(3)(4)(11)
Common Stock 10/26/2026 P 8,261(14) A $26.97(15) 6,785,437(16) I By Funds(3)(4)(11)
Common Stock 10/27/2026 P 8,729(17) A $25.84(18) 6,794,166(19) I By Funds(3)(4)(11)
Common Stock 10/27/2026 P 31,067(20) A $26.84(21) 6,825,233(22) I By Funds(3)(4)(11)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (9) 10/26/2026 C 17,142,578(23) (9) (9) Common Stock 3,802,108(24) $ 0 0 I By Funds(3)(4)
Series D Preferred Stock (9) 10/26/2026 C 4,408,091(25) (9) (9) Common Stock 977,685(26) $ 0 0 I By Funds(4)(11)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Venrock Healthcare Capital Partners III, L.P.
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
VHCP Co-Investment Holdings III, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
VHCP Management III, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
Venrock Healthcare Capital Partners EG, L.P.
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
VHCP Management EG, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
Venrock Healthcare Capital Partners XP, L.P.
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
VHCP Management XP, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
Koh Bong Y
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X
Shah Nimish P
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018
X

Signatures

Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory 10/27/2026
**Signature of Reporting Person Date
VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory 10/27/2026
**Signature of Reporting Person Date
VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory 10/27/2026
**Signature of Reporting Person Date
Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory 10/27/2026
**Signature of Reporting Person Date
VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory 10/27/2026
**Signature of Reporting Person Date
Venrock Healthcare Capital Partners XP, L.P., By: VHCP Management XP, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory 10/27/2026
**Signature of Reporting Person Date
VHCP Management XP, LLC, By: /s/ Sherman G. Souther, Authorized Signatory 10/27/2026
**Signature of Reporting Person Date
Bong Y. Koh, By: /s/ Sherman G. Souther, Attorney-in-Fact 10/27/2026
**Signature of Reporting Person Date
Nimish P. Shah, By: /s/ Sherman G. Souther, Attorney-in-Fact 10/27/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Consists of (i) 11,163 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 1,118 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 12,279 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
(2) The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $25.00 to $25.99 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.
(3) VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own the shares held by VHCP3 and VHCP Co-3. Bong Koh and Nimish Shah are the voting members of VHCPM3 and may be deemed to beneficially own these shares. Each of VHCPM3 and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.
(4) VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCP EG and may be deemed to beneficially own the shares held by VHCP EG. Bong Koh and Nimish Shah are the voting members of VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.
(5) Consists of (i) 12,898 shares held by VHCP3; (ii) 1,292 shares held by VHCP Co-3; and (iii) 14,189 shares held by VHCP EG.
(6) The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.00 to $26.25 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.
(7) Consists of (i) 24,061 shares held by VHCP3; (ii) 2,410 shares held by VHCP Co-3; and (iii) 26,468 shares held by VHCP EG.
(8) Consists of (i) 828,479 shares held by VHCP3; (ii) 82,885 shares held by VHCP Co-3; (iii) 3,216,639 shares held by VHCP EG; and (iv) 651,790 shares held by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP").
(9) Each share of Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-0.221793422 basis upon the closing of the Issuer's initial public offering on October 26, 2026 without payment of consideration. The Series C Preferred Stock and Series D Preferred Stock had no expiration date.
(10) Consists of (i) 852,540 shares held by VHCP3; (ii) 85,295 shares held by VHCP Co-3; (iii) 3,243,107 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.
(11) VHCP Management XP, LLC ("VHCPMXP") is the general partner of VHCP XP and may be deemed to beneficially own the shares held by VHCP XP. Bong Koh and Nimish Shah are the voting members of VHCPMXP and may be deemed to beneficially own these shares. Each of VHCPMXP and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.
(12) Consists of (i) 883,750 shares held by VHCP3; (ii) 88,472 shares held by VHCP Co-3; and (iii) 972,222 shares held by VHCP EG.
(13) Consists of (i) 1,736,290 shares held by VHCP3; (ii) 173,767 shares held by VHCP Co-3; (iii) 4,215,329 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.
(14) Consists of (i) 3,755 shares held by VHCP3; (ii) 376 shares held by VHCP Co-3; and (iii) 4,130 shares held by VHCP EG.
(15) The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.82 to $27.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.
(16) Consists of (i) 1,740,045 shares held by VHCP3; (ii) 174,143 shares held by VHCP Co-3; (iii) 4,219,459 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.
(17) Consists of (i) 3,967 shares held by VHCP3; (ii) 397 shares held by VHCP Co-3; and (iii) 4,365 shares held by VHCP EG.
(18) The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $25.28 to $26.27 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.
(19) Consists of (i) 1,744,012 shares held by VHCP3; (ii) 174,540 shares held by VHCP Co-3; (iii) 4,223,824 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.
(20) Consists of (i) 14,120 shares held by VHCP3; (ii) 1,414 shares held by VHCP Co-3; and (iii) 15,533 shares held by VHCP EG.
(21) The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.28 to $27.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.
(22) Consists of (i) 1,758,132 shares held by VHCP3; (ii) 175,954 shares held by VHCP Co-3; (iii) 4,239,357 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.
(23) Consists of (i) 3,735,368 shares held by VHCP3; (ii) 373,708 shares held by VHCP Co-3; and (iii) 13,033,502 shares held by VHCP EG.
(24) Consists of (i) 828,479 shares held by VHCP3; (ii) 82,885 shares held by VHCP Co-3; and (iii) 2,890,744 shares held by VHCP EG.
(25) Consists of (i) 1,469,363 shares held by VHCP EG and (ii) 2,938,728 shares held by VHCP XP.
(26) Consists of (i) 325,895 shares held by VHCP EG and (ii) 651,790 shares held by VHCP XP.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Lycia Therapeutics Inc published this content on October 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 27, 2026 at 22:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]